NEW YORK--(BUSINESS WIRE)--November 24, 2025--
Zeta Global $(ZETA)$, the AI marketing cloud, today announced it has increased 2025 and 2026 guidance following the completion of its acquisition of Marigold's enterprise software business, including Marigold Loyalty, Cheetah Digital, Selligent, Sailthru, Liveclicker, and Grow.
The addition of Marigold's enterprise technologies, customer base, and team expands Zeta's global footprint and enhances the capabilities of the Zeta Marketing Platform. The acquisition strengthens Zeta's AI-powered offering across loyalty, omni-channel engagement, and personalization, while increasing its penetration among Fortune 500 brands and subscription revenue streams.
"This acquisition is a powerful step forward for Zeta," said David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta Global. "It's a true 1+1=4 opportunity. By combining Marigold's enterprise loyalty capabilities with Zeta's AI and data-driven platform, we believe we can unlock even greater value for our clients, increasing ROI from 6x to more than 10x over time. Together, we are well positioned to deliver unmatched scale, intelligence, and performance to the world's leading brands."
Zeta acquired Marigold's enterprise software business for aggregate consideration of up to $325 million, subject to customary adjustments. The transaction proceeds consist of (i) $100 million of cash and 5,329,070 newly issued shares of Class A common stock of Zeta, par value $0.001 per share ("Zeta Stock"), delivered at the Closing and (ii) seller notes (the "Seller Notes") that are payable within three months of Closing for an aggregate amount equal to up to $125 million (up to $50 million of which will be paid in cash, with the remaining $75 million paid, at Zeta's election, in cash or newly issued shares of Zeta Stock).
Guidance*:
Fourth Quarter 2025
-- Increasing revenue guidance to a range of $378.8 million to $381.8
million, which includes $15.8 million from Marigold's enterprise software
business and $363.0 million to $366.0 million from Zeta (unchanged from
the third quarter 2025 earnings release). The revised guidance represents
a year-over-year growth rate of 20% to 21%, and 23% to 24% when excluding
political candidate, LiveIntent, and Marigold revenue.
-- Increasing adjusted EBITDA guidance to a range of $90.7 million to $91.5
million, up $1 million at the midpoint from the prior guidance of $89.7
million to $90.5 million. The revised guidance represents a
year-over-year growth rate of 29% to 30% and an adjusted EBITDA margin of
23.8% to 24.2%.
-- Maintaining fourth quarter free cash flow guidance of $48.5 million,
representing a year-over-year growth rate of 53%, conversion of 53%, and
margin of 13%.
Full Year 2025
-- Increasing revenue guidance to a range of $1,289 million to $1,292
million, which includes $15.8 million from Marigold's enterprise software
business and $1,273 million to $1,276 million from Zeta (unchanged from
the third quarter 2025 earnings release). Revised guidance represents a
year-over-year growth rate of 28%, and 26% when excluding political
candidate, LiveIntent, and Marigold revenue.
-- Increasing adjusted EBITDA to a range of $274.2 million to $275.1 million,
up $1 million at the midpoint from the prior guidance of $273.7 million.
Revised guidance represents a year-over-year growth rate of 42% to 43%
and an adjusted EBITDA margin of 21.2% to 21.3%.
-- Maintaining free cash flow guidance range of $156.9 million to $157.9
million, representing a year-over-year growth rate of 70% to 71% and a
free cash flow margin of 12.1% to 12.2%.
First Quarter 2026
-- Increasing revenue guidance to $362.0 million, which includes $47.5
million from Marigold's enterprise software business and $314.5 million
from Zeta (unchanged from the third quarter 2025 earnings materials). The
revised guidance represents a year-over-year growth rate of 37%.
-- Increasing adjusted EBITDA guidance to $60.0 million, up $4 million from
the prior guidance of $56.0 million. The revised guidance represents a
year-over-year growth rate of 28% and an adjusted EBITDA margin of 16.6%.
Full Year 2026
-- Increasing revenue guidance to at least $1,730 million, which includes at
least $190 million from Marigold's enterprise software business and
$1,540 million from Zeta (unchanged from the third quarter 2025 earnings
release). Revised guidance represents a year-over-year growth rate of 34%,
and 20% when excluding political candidate and Marigold revenue.
-- Increasing adjusted EBITDA to $385.4 million, up $31.4 million from the
prior guidance of $354.0 million. Revised guidance represents a
year-over-year growth rate of 40% and an adjusted EBITDA margin of 22.3%.
-- Increasing free cash flow guidance to $224.0 million, up $15 million from
the prior guidance of $209.0 million. Revised guidance represents a
year-over-year growth rate of 42% and a free cash flow margin of 12.9%.
* This press release does not include a reconciliation of forward-looking adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow margin to forward-looking GAAP net income (loss), net income (loss) margin, net cash provided by operating activities, or net cash provided by operating activities margin, respectively, because the Company is unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items which could be significant to the Company's results.
2025 Guidance
4Q'25 Guidance FY'25 Guidance
Midpoint Midpoint
============================================== ============== ==============
Zeta Rev excluding Marigold & LiveIntent $340.5M $1,190.4M
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% Ex LiveIntent, Marigold & Political
Candidate Growth Y/Y 23% 26%
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LiveIntent Revenue $24.0M $84.1M
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Marigold Revenue $15.8M $15.8M
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Total Zeta Revenue $380.3M $1,290.4M
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% Growth Y/Y 21% 28%
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Adjusted EBITDA $91.1M $274.7M
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% Growth Y/Y 29% 42%
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Adjusted EBITDA Margin 24.0% 21.3%
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BPS Change Y/Y 160 BPS 210 BPS
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Free Cash Flow $48.5M $157.4M
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FCF Growth 53% 70%
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Free Cash Flow Margin 12.8% 12.2%
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2026 Guidance
1Q'26 Guidance FY'26 Guidance
============================================== ============== ==============
Zeta Rev excluding Marigold & Political
Candidate $314.5M $1,525.0M
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% Ex Marigold & Political Candidate Growth
Y/Y 19% 20%
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At least
Marigold Revenue $47.5M $190.0M
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Political Candidate Revenue $0 $15.0
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At least
Total Zeta Revenue $362.0M $1,730.0M
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% Growth Y/Y 37% 34%
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Adjusted EBITDA $60.0M $385.4M
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% Growth Y/Y 28% 40%
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Adjusted EBITDA Margin 16.6% 22.3%
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BPS Change Y/Y (110) BPS 100 BPS
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